Trail of Hearts (M-Rated Version)
by TheWanderingLily
Summary: Phil has thirty years of Valentine's Days to make up for, but it doesn't exactly turn out how he planned. RATED M and there are slight references to my story "What Makes Her Tick". Established Philinda relationship and brief references to Trip/Skye. There is a T-Rated version if you don't like M.


_**This is M-Rated, so if that's not your thing, then please, back out now. There is a T-version if you still want to give it a try.**_

_**Okay, this was originally intended to be up a bit closer to Valentine's Day, but I figured you guys wouldn't mind too much. This was supposed to be a snippet or a one-shot and it turned into this bloody monster of a fic with over 10,000 words. I thought about making it multi-chapter, but eh.**_

_**Sym, I love you. I'm sorry for bugging you about this so much, but your help is always invaluable. =)**_

_**Just as a heads up, this is my first posted smut fic, so I'm sorry if it sucks.**_

* * *

The gym was empty when Melinda arrived for her morning session of Tai Chi, the quiet atmosphere only disturbed by the soft sound of her footsteps as she padded into the room slowly. Skye had been suffering through the flu lately, so Melinda had the place to herself for the time being, her younger charge on nothing more than fluids and bed rest, with a strict policy limiting strenuous activities—Jemma's orders.

It was strange to go through the motions without Skye, the solitude almost unwelcome without the presence of the woman she'd grown to see as her daughter, but the girl needed to mend more than she needed Tai Chi at the moment, so she was content to go it alone for now.

Melinda sighed as she dropped into her stretches, paying close attention to her shoulders and neck, wincing as the latter _popped_ uncomfortably. She'd fallen asleep on Phil the night before, her head tucked into his chest and though she loved to use him as her own personal pillow, sometimes the position did more harm than good, though she seemed to be a glutton for punishment as the warmth of his body was far too hard to ignore.

She spent a little over an hour doing her exercises, transforming the silence into a tool to help her meditate as she willed her breathing to even and her mind to calm, but eventually her stomach growled, eager for food and she ended the session in search of sustenance and a strong cup of oolong tea.

Reaching for her water bottle, she stopped, confused at the small speck of yellow sitting on the chair next to her, and as she stepped closer, she realized it was a heart—one of those tiny things with the phrases on them that ranged from downright bland to sickly sweet, and none of which made for any sort of actual, decent conversation in her opinion.

_'**Ur A 10.****'**_

She hadn't noticed the piece of candy when she entered the gym, but she brushed it off. Valentine's Day had been the week before and Jemma had handed boxes of them out to everyone in the building after she'd returned from a trip to England, so it was highly likely that someone had simply dropped one on accident and had failed to notice.

Gathering her belongings, she headed for the kitchens, navigating her way carefully through the darkened corridors, but as she crept closer, she was surprised to find the light already on. Rounding the corner, she frowned as she spied Skye perched on a stool at the counter, eating what looked like saltine crackers.

"Skye?"

The girl looked up at her S.O. with tired eyes, the skin around them tinged purple in exhaustion.

"M-morning," Skye rasped, voice cracking as she tried to speak clearly.

"Shouldn't you be in bed?"

She nodded, "Unfortunately, my internal alarm seems to be synced with yours and it promptly goes off around five or so and I couldn't go back to sleep. I got hungry, so I figured crackers were a safe bet."

She looked pitiful, Melinda noted, with a blanket wrapped around her like a shawl and her disheveled bed-head being the perfect evidence of a restless night. Turning away and reaching into the cupboard, her hand halted in front of the oolong she kept there and she debated briefly before changing course and pulling out the chamomile instead.

They were silent as it brewed, the only sounds coming from Skye as she munched slowly on her meager breakfast. When it was finished, Melinda poured a single cup before passing it to her charge, whose eyes had widened a bit at the offering as it was set in front of her on the counter.

"For m-me?"

Melinda nodded before nudging it forward.

"Drink," she ordered, her tone leaving no room for argument and she sighed, pleased, when Skye made no move to protest, choosing instead to lift it to her lips to take a cautious sip.

"Mmm," she practically hummed as she drank eagerly. "What's this?"

"Chamomile tea. It'll settle your stomach and help you sleep. I use it when I start to feel sick, so maybe it can do the same for you."

The slightly shaky hands holding the mug froze in midair and May waited for Skye to voice whatever it was that had stopped her from taking another drink.

"Chamomile is a nighttime tea."

Melinda could feel her brow crinkle in confusion at such an obvious statement. "And?"

"It's almost seven in the morning."

Melinda hoped her silence spoke for itself, Skye's train of thought being utterly confusing to the older agent.

"You made Chamomile tea just for me, at seven in the morning, to help me sleep. All because I have the flu."

Skye was studying her strangely, her suddenly sharp eyes searching her S.O.'s face in a look of what Melinda could only describe as awe as it began to cloud her features, her eyes turning glassy in the dim lighting as she muttered, "You made me t-tea."

"And I expect you to drink all of it," she pointed out, unfazed by the thoughts she knew were swimming in Skye's mind.

"Yes, ma'am," Skye replied, a soft smile growing on her lips as she lifted the mug to take another sip.

The tea was gone in no time and Melinda watched as Skye's eyes began to droop, a yawn escaping her and Melinda smirked in victory.

"Come on, let's get you to bed."

She half carried her charge to her bunk, even going so far as to tuck the girl in and to make sure she had everything she'd need in case she woke again. She waited until Skye's breathing evened out before placing her hand upon the girl's forehead to check for a fever and, satisfied that all was well, she left quietly, heading back in the direction of the kitchen to make her much desired oolong.

It was only when her own cup had been emptied that she noticed the pink heart on the counter by the abandoned box of crackers.

_**'My Girl.'**_

She smirked.

* * *

It was about an hour later when she went to perform a systems check in the cockpit of the Bus, the weekly chore somewhat relaxing in its repetition as she entered what the others referred to as her sanctuary. She was almost halfway through her regular maintenance when she lifted one of the manuals to find a green heart with the words, '_**Miss You**__**'**_written in red.

A tender warmth spread through her and she smiled softly at the sight.

She'd never admit to loving this side of Phil, the side that was dorky, almost borderline ridiculous at times that he'd never really grown out of, but had simply gotten better at hiding as the years had rolled by. His refined, agent persona only masked the childlike glee that dwelt within him and she wondered if she'd ever get over how utterly adorable Phil Coulson could be.

She'd gone to locate him after she'd discovered the second heart, but he'd been nowhere to be found, the other agents just pulling themselves out of bed having no idea where their Director could be. According to Mack, Coulson had requested a full tank of gas to be put in Lola a few hours before and he had yet to return.

She'd huffed in displeasure, but there was nothing to be done. Phil would call if he needed her. He always did.

Melinda had never really celebrated Valentine's Day, as she'd always found that while the sentiment might be real, the motivation behind whatever gift received was likely just for show for the day itself and not because of the love shared between two people. The very holiday that was supposed to embody romance and love, she found to be unromantic and cliched, as she was much more fond of small, truthful declarations of affection than the showy, commercial version of what the majority of the world viewed as love.

But a mission had kept her away on the holiday and she supposed he was trying, in his own little way, to make up for their separation, though she suspected that these hearts of his were merely to tease her.

* * *

"Agent May?"

She stopped before turning on her heels to face Agent Koenig, the black file clasped in his hand sending her mood spiraling to the floor on sight.

_Paperwork._

She _hated_ paperwork.

"Director Coulson said this was for your eyes only."

"And he couldn't give it to me himself?" she asked, with just a touch of disdain slipping into her tone for the man in charge.

Koenig shrugged as she accepted the file and she thanked him with a barely perceptible nod of her head as he began to walk away. She headed for the debriefing room and upon entering, she sighed before tossing it on the table, glaring at it for all she was worth.

"Damn you, Philip Coulson," she muttered, turning the cover emblazoned with the S.H.I.E.L.D. emblem and frowning as she turned the first page, the crisp, _unmarked_ sheet of paper failing to provide a name, let alone any sort of objective. Turning to the next, she was surprised to find it blank as well and as she flipped through the rest, her confusion grew with each turned page. Picking the file up off the table, her frown grew deeper as she heard the distinct _clink_ of an object hitting glass and tossing the file aside, she smirked when her eyes caught sight of the culprit, the orange heart a delightful alternative to the work she thought she'd been saddled with.

_**'Play Time?'**_

She snorted.

* * *

Melinda had no idea when he'd returned, or when she'd made the conscious decision to retaliate, but the sight of the cherry red convertible in the garage was enough motivation to get her wheels turning. Sneaking into their en suite while he was taking a shower was easy, almost sickeningly so for an agent of his capabilities, but it was the sight of the steam on the glass surfaces within the room paired with delightful image of his naked body through the frosted glass that tested her resolve, the idea of ending this game of his, that had just barely begun, and slipping into the shower was far too appealing, as she was very much aware that the heat of both his body combined with the temperature of the water would be exquisite, but Melinda May was nothing if not stubborn.

She knew she'd have to be fast as Phil's showers were relatively short unless she joined him, but he was still whistling away, the sounds of his breathy sighs of relaxation making a grin creep onto her face as she stepped up the vanity, her index finger poised before the mirror. She drew the large heart slowly so as not to cause any noise as the sound of skin slipping against glass would certainly have alerted him to her presence, and so she paced herself, taking her time to draw the point at the bottom before writing the words '_Game On_' in her familiar scrawl for him to find when he stepped out.

Job done, she tiptoed out of the room after taking one last glance at him through the glass, closing the door softly behind her just as she heard the tap shut off, the familiar squeak of the faucet a warning to her ears as she retreated. She waited with baited breath as the shower door slid open and then smirked when his chuckle drifted to her through the door as she left his office.

_'Challenge accepted.'_

* * *

Melinda was making lunch when he entered the room a little later, could feel his eyes on her as he watched her move about silently. Choosing to ignore him, she continued browning the rice for her stir-fry, the steam rising from the pot a stark reminder of the image she'd been treated to earlier as she'd crept out of their bedroom.

Phil hadn't moved an inch from his position at the door, his relaxed posture as he leaned against the entryway was a distinct contradiction to the look she knew would be in his eyes, that familiar flicker of desire sending a jolt of anticipation up her spine.

Taking a deep breath to clear her mind, she turned her attention back to her meal, swapping the rice for slices of chicken, but she huffed in annoyance when she raised her arm to fetch the olive oil, her fingertips just a few inches shy of reaching the top shelf. However, the feeling was tamped down immediately when she felt his body press into her back, her own now trapped between his chest and the counter in front of her, his arm brushing against her own as he grabbed what she needed causing her stomach to tighten.

She thanked him quietly as her arm fell and shivered when his hands came down to grasp her shoulders, ghosting his palms down the expanse of her arms before moving down to grasp her hips, his fingers digging into her skin lightly, his warm breath on her ear doing nothing for her resolve. She knew his plan before he even made a move as he started placing wet, open-mouthed kisses around the breadth of her neck, sucking gently on the places he knew would drive her crazy. She was determined to remain silent, to appear as unaffected by him as she possibly could, but as prepared as she'd been for this particular brand of torture, he surprised her when he took the lobe of her ear in his mouth and she keened when he sucked hard on the soft skin, nibbling on it gently between his teeth as she reminded herself to breathe.

Phil chuckled in her ear, his tone deep, husky even, as his hands came up to cover hers where they lay on the counter-top before he linked their fingers together. He gave her one last tender kiss in the hollow of her throat and then as quick as he'd come, he was gone, leaving her panting against the counter, her lunch all but forgotten, the only evidence of his presence the white heart in front of her and she wondered how a smiley face could ever look so damn _smug_.

* * *

Melinda smirked as she took one last glance in the mirror, shoving the hearts she'd collected throughout the day into her pockets before heading to the meeting Phil had called around an hour ago, her tight black pants like a glove as she sauntered down the hallway towards the debriefing.

She was well aware of Phil's affinity for her legs, though he'd never said it out loud, his obsession with them easily notable in the way his hands gripped her thighs when she tightened them around his waist as they made love or in the way his fingers traced the skin of her thighs reverently as they lay in bed afterward, their bodies cooling as he held her close.

But it wasn't his reaction to the pants that she most wanted to see. Under her plain, unassuming white t-shirt, she'd traded her sports bra for a push-up and that alone would throw him off. Normally she preferred simpler under-things that were more convenient in the field, comfort far more important than her figure on most days. However, this was special. This was revenge for the little stunt he'd pulled during lunch and she was determined to even the score.

And if she played her cards just right, she wouldn't even have to touch him.

Melinda was the last to arrive other than Phil and, deliberately, she placed herself across from his usual spot near the TV, her back to the screen as she waited quietly. It wasn't long before he walked in, his eyes focused on the report in his hands as he started speaking, but for once, she wasn't interested in the file.

She didn't have to wait long, as halfway through his summary of the report, his eyes glanced up towards her and he froze. It was short, only a momentary lapse that anyone else wouldn't have noticed, but to her it was a bright red flag, as in that single instance his eyes had widened beautifully, his gaze fixated on the valley between her breasts. He swallowed heavily, clearing his throat before continuing through the report, his eyes traveling from the swell of her chest up to her face, his eyes narrowing warily in question and she smirked in triumph.

But her revenge was far from over.

She waited, content to simply listen to his voice as he addressed their team, his gaze traveling to her more times that was truly healthy and it was only when he pulled up a map on the screen within the table that she chose to speak, seizing her chance.

"Where is this op located?"

Immediately, his eyes were back on her, the blue of his irises almost steely, glinting as he stared at her.

"Intel says Seattle."

She _hmm'd_ in response before crossing her arms and leaning over the table to get a better look at the coordinates he'd pulled up, but her eyes weren't focused on the landing point, but on Phil, who had gripped the table hard enough for his knuckles to turn white, his jaw tense as he took in the blood red lace peeking out of the scooped neck of her shirt. Melinda wasn't much for lingerie, but she could easily admit that she was certainly beginning to see the use of it.

It wasn't long after when he dismissed them, but she remained until the rest had filtered out, leaving the both of them alone.

He said nothing as she stepped around the table and as she neared, he turned towards her expectantly, though what exactly he was waiting for, she had no idea, but she was grateful for his movement as it allowed her easier access to his pocket and he watched avidly when her hand slipped inside slowly to leave a purple heart that read** _'XOXO'_**...

A promise of things to come.

She had faith he'd get the message.

* * *

Melinda was practically searching for them now, half expecting to see a tiny speck of white or blue or green where she least expected it, but so far nothing.

She was getting tired of this game of his, her impatience winning out.

Conversation hearts were no substitute for the feel of his hand on her lower back or that dopey grin of his when she entered a room. She'd gotten far too used to the way he'd whisper in her ear or the not-so-stolen kisses he'd surprise her with throughout the day, the smell of the aftershave on his skin as she returned his kiss never failed to leave her feeling heady.

She was making her last sweep through the base for the candies, to all of her usual haunts she might frequent throughout the day, turning over items, looking under cups, and rifling through books. She'd even looked behind the throw pillows in the lounge, completely ignoring the confused faces of Trip and Jemma and their quiet inquiries of "What did you lose?"

_'This is getting ridiculous,' _she thought with an annoyed huff. Slipping on her leather jacket, she stepped outside for a quick breather, trying her best to clear her fuzzy mind, but the chill in the air was enough to raise goosebumps on her skin and her mind conjured up the last time she'd felt the sensation, the memory of Phil's hands on her body sending a rush of liquid heat to pool in her abdomen.

She shook her head irritably as she shoved her hands into her pockets, frowning as her fingers collided with something small and pulling it out, she couldn't help but grin at the words emblazoned on the front.

'_**Tease**_.'

* * *

Melinda didn't know exactly how it had happened, but somewhere along the way, both she and Phil had been roped into a family dinner. Trip had decided to cook one of his grandmother's favorite recipes and Melinda wasn't certain, but she was fairly sure that Skye had deemed it a mandatory event, all members of their team expected to attend.

And so it was with a slightly irritated sigh that she plopped into the chair across from Phil's as her co-pilot served up hefty servings of homemade chicken noodle soup. Immediately, her eyes snapped up to Phil's in silent question and at his shrug, their eyes flicked to Trip and then to Skye, who looked a bit like a deer in headlights at the soup made specifically for her.

It was obvious to her and to Phil, she knew, that Trip and Skye had a _thing_, though she was pretty sure that they were both oblivious. Melinda wondered just how long the two of them would dance around each other, but as she and Phil had taken thirty years to confess their feelings, there wasn't much she could truly say.

Shrugging it off, she began eating, allowing the broth to warm her through. It wasn't until she felt a nudge under the table that she reluctantly tore her focus away from her delicious meal, her first thought that someone merely bumped her leg on accident evaporating as sock-clad feet continued to caress her ankles, the touch insistent and her eyes snapped up to meet the self-satisfied smirk of one Phil Coulson.

The others were chatting amiably, with the exception of Bobbi and Hunter who seemed to both be fuming towards the other, though the reason was unclear. Phil was even tossing in a few bits of conversation here and there as his feet continued to stroke her calves beneath the table. She tensed as he inched upwards, feet moving over her shins, the back and forth motion raising goosebumps on her arms and still he continued, his grin telling her just how much he was enjoying this. It wasn't until his foot touched her knee that she clamped down on his roaming appendage, trying in vain to stop his exploration, but the barrier did nothing. He'd reached her thighs now and as he stroked the inside of her legs tentatively, she slammed her fork down just a tad bit too hard.

"May? Are you alright?" Phil asked, his expression concerned, but eyes bright and laughing in amusement.

_That bastard._

Thankfully, his question went unnoticed by the rest of their team, but the damage had been done. She was wired and the sudden frustration of being stuck at this table until dinner was finished was pure, unadulterated torture in her mind.

It would be too suspicious to excuse herself, let alone drag Phil after her, so she resolved herself to wait, finishing off her dinner slowly as she listened to the general hum of conversation around the table. All the while, Phil was still stroking her legs, his actions nearly eliciting a strangled groan from her lips a few times, but she managed to hold back.

Dessert followed soon after, though she'd zoned out while Trip had explained what the chocolate mess on her plate actually was. Melinda ate it slowly, letting her tongue snake out to lick the chocolate sauce off of her utensil, caressing the cold metal like she would if it was Phil's skin under her tongue and not a spoon, but he seemed to get the idea. He'd declined his own plate of dessert, choosing instead to watch as she continued to eat and she noticed, with a hint of both annoyance and glee, that his foot had stopped its assault on her body as it rested idly between her legs.

She watched as he reached into his pocket, the sight of the pink heart making her stomach flip uncomfortably. He placed it on his tongue and just before he closed his mouth she caught a glimpse of the words printed on the front that he'd so casually placed for her to view.

_**'Yum Yum.'**_

_The nerve of that man._

* * *

Melinda stepped into the kitchen soon after, running her plate under the faucet and then stowing it away in the dishwasher, before thinking over her next move.

She wanted this game to end, but she was loath to admit that she hated losing. So far they hadn't spoken about this game in any other form but hearts or touches and acknowledging it somehow made it more frustrating. They were testing each other, trying to see who would break first, but she was beginning not to care.

The voices approaching drew her out of her thoughts and abruptly she slipped out of the room, but upon the realization that it was Phil and Skye, she paused just out of sight.

It hadn't been her intention to spy on them, but she'd never expected him to enter behind her so quickly. Neither he nor Skye had any clue of her presence and if Melinda had her way about it then Skye would remain in the dark, but she watched as they entered the room, Skye plopping down on one of the stools as Phil moved to the coffee pot after discarding their plates.

"How are you feeling?" he asked.

"Much better. May's tea helped a ton," Skye admitted, grinning softly at the memory from this morning and May closed her eyes at the warm feeling that overtook her at Skye's words.

Phil's tilted his head to the side in question, the confusion on his face utterly adorable to her as she hid in the shadows. "May's tea?"

"Yeah, she brewed chamomile just for me. To help me sleep," she explained. "I'm a little groggy on the details, but I know she tucked me in."

_'And I'll likely never live it down,' _Melinda thought, but she couldn't muster any level of annoyance.

Phil chuckled at her words, seemingly not surprised at his lover's actions. May, however, couldn't help the sweeping sadness that took her by surprise, the fact that Skye could feel so happy at such a small action, at being tucked in like a child, made her heart ache and she knew instinctively that Phil felt the same, but Melinda tossed the thought away before she could dwell on it and she watched as Phil turned to retrieve a mug before facing Skye once again, watching as she devoured another bowl of chicken noodle soup.

"You know, I don't remember them being so racy when I was a kid," Skye mumbled as she dabbed broth off of her chin.

"Hmm?" he asked, taking a sip of his coffee.

"These conversation hearts of Jemma's."

Melinda nearly laughed at as his ears perked up at her the girl's words and Melinda watched as Skye slid the candy across the counter for him to see, the splash of blue bright against the neutral granite of the counter top.

"I guess the ones in England are a bit different. There was one in my box that said _'Canny Lad'_. I don't even know what that means."

Melinda's hand came up to stifle her laughter and though Skye heard nothing as she went back to slurping at her soup, when she looked back towards them, Phil's eyes were fixed on hers in suspicion.

_'Busted.'_

His eyes dropped down to the candy in front of him as he took a large sip.

'_**I Want You**_.'

Promptly, he choked on his coffee, coughing against the sting in the back of his throat as his eyes watered uncomfortably.

"D.C., you alright?"

"Yeah, I'm good." he relayed, his voice raspy as he fought the urge to cough, "Just sucked some down the wrong pipe."

Skye nodded around a mouthful of noodles, watching him with a calculating eye that reminded Melinda far too much of herself as she watched from the doorway.

She could feel his gaze on her still and as her eyes flicked up to Phil's, she grinned at the fire in his gaze, at the evident frustration written on his face that he was trying to reign in that she was all too familiar with.

* * *

The rest of Playground was winding down, the majority of her team already asleep with just a few stragglers left to go when she heard it. It was almost mechanical in nature, the sound faint at first as she headed down the deserted hall, but as she progressed, so too did the noise, the _whirring_ familiar in a way she couldn't quite place. Turning around, she spied a small object, no larger than six inches tall at most, with two small, white lights heading towards her and as it approached, she smirked as the RC mini-Lola drove down the hall, stopping just before it collided with her feet.

Melinda's gaze traveled to the camera mounted in the corner as she knelt down to examine the tiny car, the "_**Find Me**_" candy sitting in the passenger seat sending her heart into overdrive, but before she could reach for it, the car reversed leaving her staring after it, scrambling to follow as it turned the corner.

It led her down the halls, through the lounge until it reached the staircase, where it repeatedly drove into the bottom step until she picked it up and ascended the stairs with it in her arms. She set it down on the landing, watching in amusement as it headed towards the Director's quarters. This time, the car stopped in front of the door before softly accelerating forward, tapping the wood gently and then reversing just enough to repeat the process it had on the stairs.

Taking a deep breath, she walked to the door, hand poised on the knob, before turning it and pushing the door wide open. The car drove forward as she stepped inside, but she saw no sign of Phil, his desk chair empty and his figure absent from before the window.

"Phil?"

Easing a few steps forward into the room, she didn't have long to wait as a hand closed around her wrist at the same moment the door shut behind her, her back meeting the solid surface behind her before she could even blink, his mouth closing over her own enthusiastically. Eyes slipping closed, she opened her mouth to his assault, her back arching as her tongue found his, and he groaned against her lips as their battle of wills suddenly took on a more physical form of communication as she wrapped her arms around his neck to keep him close. He broke away abruptly, his gasp for air matching hers exquisitely as his hands came up to cradle her face, his thumbs reverently stroking her kiss-swollen lips and he gave her one last, chaste peck before speaking.

"This whole day has been cruel," he admitted, the husky tone of his voice doing wonderful things to her.

"You started it," she accused, her brow arching, daring him to refute it.

"You made it dirty. I was trying to be sweet."

"As if you're complaining," she replied, before licking her lips, a smirk appearing on her face as his eyes dropped down to take in the red lace that was exposed by the collar of her low-cut blouse and he swallowed hard at the advantageous viewpoint he had.

"So, who wins?" he asked, eyes still focused on her cleavage.

"For argument's sake, how about we call it a mutual surrender?" she asked, her fingers toying with the silk of his tie.

"You surrender?" he whispered softly, his eyes playful as he held her gaze. "You'd never."

"Only to you."

The gravity of her words was unmistakable, though she hadn't meant for them to slip out so easily, despite how true they might be. His demeanor had softened, the weight of his gaze heavy as he looked at her.

"I love you."

She smirked as she stood on her toes, chuckling as she leaned towards his ear, "Prove it."

Melinda delighted in the frustrated whine that left his throat as his lips found hers again, their kiss growing heated once again. She was still backed against the door, trapped between the wood and the warmth of his body, her head dropping back to lean against the frosted glass as he stepped closer and she whimpered as he bucked against her. His hands tangled in her hair, using his grip on the fine strands to tilt her head as his lips retreated down to first kiss her jaw, lips trailing over her skin before biting gently at her neck, his little nips across her collarbone leaving her gasping for breath, but it was when he shifted course, his head dipping down to suck on the swell of her breasts that her eyes flew open, her hands coming up to grip the back of his neck and she wasn't sure if it was to keep him in place, to anchor herself, or a mix of both.

At some point, his hands had slipped down, his thumbs now drawing slow circles on her thighs as he broke away from her skin, his hands gripping her legs to lift her up. He didn't push her back into the door like she'd expected, but instead, he carried her, a bit unsteadily towards his desk, his hands blinding pushing away reports and figurines before setting her down on the smooth surface as his lips met hers again. She was sure he'd regret treating his collectibles so badly later, but for now, he was blissfully distracted.

He settled between her parted legs, his hands pulling her to the edge of the desk as she moved to loosen his tie, the knot proving difficult under her excited and shaky fingers. Tossing the tie aside, she began unbuttoning his shirt, each button separating much slower than the last as he started to caress the underside of her breasts, palming them through the material of her shirt, but soon enough, he grew tired of the fabric, breaking away from her lips long enough to pull the offending piece of clothing up and over her head.

Phil stopped then, just for a moment, his eyes wide as he took in the full effect of the woman he loved in blood-red lace and she grinned at his boyish, floored expression, the wonder on his face sending a rush of liquid heat to her center.

"I...no, you're..._holy fuck, _Mel._"_

She laughed at his inability to form words, the want and desire and need in his eyes doing more for her than any compliment he could ever give her, the words he could whisper in her ears paltry compared to the unadulterated hunger swirling through the blue of his irises as he ogled her.

They were both breathing hard now, their chests rising and falling rapidly as if there wasn't enough air in the world to breathe, but she wanted more, she wanted what they'd foolishly been denying themselves all afternoon, the tension between them knotting her stomach. Phil seemed just as eager, for when she extended her arm to beckon him back to her, he practically skipped to close the distance between them again and they groaned simultaneously when the evidence of just how much he wanted her collided directly with where she desired it most.

"I need these clothes off of you," he panted against her lips while unsnapping her bra, leaving her exposed to his wandering, impatient hands. She gasped when he took a hard nipple in his mouth, biting down on the bud gently, her back arching involuntarily as his tongue circled the nipple in an effort to soothe her skin.

Phil eased her back until her spine was resting against wood, his body molding to hers as he payed tender attention to her breasts, sucking hard on the soft flesh while kneading the other, before switching to pay it the same kind of attention. Her hands fell into his hair, her nails scratching his scalp as she held him fast to her, biting her lip to stay silent, but his hand came up, thumb running over it to get her to stop.

"Don't," he demanded softly, "I want to hear you."

"I'll wake the whole base."

"So be it," he breathed, kissing her hard as he began pulling at her jeans, easing them past her hips and down her legs, his hand returning to caress her bare thighs. Without warning, his fingers delved past her matching panties, forcing a startled whine out of her and he chuckled before leaning over her once more to whisper in her ear. "That's my girl."

Her reply died in her throat when he drew a finger along her folds, his thumb tracing lazy circles on her clit and she bucked at the sensation, her abdomen tightening against his belly as he trailed kisses across her breasts. She pulled his head back to hers, slanting her lips and thrusting her tongue in his mouth at the same moment he inserted a single finger, the air in her lungs leaving her abruptly as he began pumping her gently, her toes curling with every stroke against her hyper-sensitive skin.

Melinda mewled as he added another finger and she watched through the fog over her mind as a satisfied smirk blossomed on his face at the noise. In retaliation she pulled his bottom lip between her teeth, biting hard enough to coax a hiss from him, but his glare was halfhearted and it eased altogether when she swiped her tongue across the same tender spot to soothe him as he'd done her earlier.

Phil's pace was unhurried, almost agonizingly slow, but it wasn't long before she could feel her orgasm edging up her spine, the pulsating heat nearly consuming her as he quickened his strokes to match her heaving breaths, but just as her body prepared itself to fall off that sweet precipice, he pulled back, his fingers leaving her body altogether and Melinda huffed in frustration.

"Phil?"

He shushed her gently before placing a chaste peck against her lips. He kissed down her body, his tongue carving out a well-known path as he lapped at her skin, his tongue swirling around her navel as he pulled at her underwear before tossing them to join the rest of her clothing on the floor. The kiss he placed on the inside of her thigh made her shiver in renewed anticipation and her back arched off the desk when his mouth found her hot, wet flesh. His palm flattened against her stomach to hold her in place, the other returning to her folds, pumping forcefully as he applied direct pressure to her clit with his tongue, making her tremble, her hands abandoning his hair to grip the edge of his desk between white-knuckled fingertips.

At some point, he'd thrown her legs over his shoulders and she couldn't keep from clenching them around his head as she fought the urge to roll her hips. Soon enough the sensation of her climax returned and as it broke over her, her body curled, muscles coiling in pleasure as she shook, her mouth dropping open in a silent scream. And still, he kept stroking her, nipping at her bundle of nerves, and drawing out her orgasm for as long as he could as she writhed beneath him.

She calmed slowly, her head clearing as she became aware of his eyes on her and turning her head from where it had lulled to the side, she smiled at him softly as he leaned over her once more, watching her intently as she basked in the afterglow. She could feel him, warm and hard against her belly, and as he bit on the lobe of her ear, she wasn't surprised at the rush of desire that shot through her.

She kissed Phil lazily, humming against his lips at the taste of her on his tongue. She pulled at his clothes, pushing his open shirt off his shoulders and to the floor before her hands went to undo his belt. He kicked them and his shoes off helpfully, but as her fingers sank below the waistband of his boxers, his head dropped into the crook of her neck as she palmed him, the groan escaping his lips causing her to shiver. As she went to stroke him, eager to return the feelings he'd given her, he swatted at her hands and she frowned in confusion.

"I won't last long," he bit out between clenched teeth, "And I need to be inside you."

Her arousal back in full force, Melinda watched as he rid himself of his last article of clothing, his straining member ready and wanting, the swollen flesh standing at attention in a loving threat. Her fingers were itching to touch him, to stroke him until he could stand it no longer, to feel the warmth of him in her palm as she toyed with the bead of pre-cum glistening at the tip of his shaft. She wanted to feel him, all of him, and she was suddenly immensely grateful that there was no need for a condom, and no barriers between them.

Phil's hands gripped her thighs tightly, easing them further apart before running his cock through her wet folds, his eyes locking on hers as he paused, his silent question hanging in the air between them. Using her hands to tilt his lips up to hers, she kissed him sweetly in answer, before pulling away, stroking his cheeks lightly as his forehead dropped to rest on hers. He pushed forward gently, inching slowly inside and she watched his face carefully, the sweet agony in his expression as he reached her deepest point making her heart ache.

He was trembling against her as he forced himself to still, to allow her to adjust, and she did just that, reveling in the feeling of being full in every definition of the word, his arousal stretching her in a way that was more than simply physical. It was both a blessing and a curse to be loved so wholly, for as pleasurable as it was, it was equally as frustrating, her renewed arousal licking at her like a flame ready to consume her whole and as warm as it was, it _burned_.

"Phil," she whispered, her eyes begging him to move, to put her out of her misery. "Please."

Phil moved slowly, his eyes opening to take her in, committing every fluttering eyelash and breathy sigh that escaped her to memory, his eyes focused on nothing but the way her mouth parted slightly as she panted, her warm breath ghosting across his lips as he withdrew, but he paused, just the tip of him remaining and he waited until her hazy eyes met his own before he returned with one quick, forceful stroke, relishing in the way she gasped, her neck arching beautifully beneath him. He could feel her quivering around him, the wet heat of her overwhelming him as he started a slow rhythm, his thrusts long and hard as he watched her, her eyes slipping closed as her hips rose to meet him, her nails digging into his sides as she rocked against him, but as much as he loved to watch her climb towards relief, he wanted to watch her shatter in his arms, wanted to hear his name fall from her lips as she plummeted off the edge.

"H-harder, Phil," she moaned and always eager to please, he quickened his thrusts, his body pounding into her and he grit his teeth against the delicious pressure of her inner walls as she tightened around him.

Lifting himself up onto his elbows and drawing her leg over his hip, the change in angle alone was enough to make her toes curl against his backside, but it was when he curled himself over her to take a pert nipple in his mouth that she came off the desk, her spine arching, his arm slipping beneath her lower back to hold her in her bent position, enabling him to reach that sweet spot he strove to find each time they made love. She wouldn't last much longer, he knew, could feel it in the way she was clenching around him, her body desperately trying to draw him in further. He could hear it in the way her gasps for air had turned into desperate attempts just to breathe, the sheen of sweat covering their bodies as they hurdled towards climax a tell-tale sign of the strain they were both under, but it's not enough.

Her hands are struggling to find purchase on his slippery skin, her fingers sliding across his straining back before trailing up his shoulders, eventually settling on his face to pull him into a clumsy, passion-filled kiss as he continued to thrust back and forth, but it was useless, as neither of them had any strength left to focus on the details.

"Look at me, Melinda," he ordered, pleading with her to do as he says. "Let go. I've got you."

But she wasn't listening, the feeling of his chest brushing against hers driving her mad, the friction between them making her mouth water in anticipation. It's only the combination of her name, Phil's hissed "Melinda" and the sensation of his hand moving down her body to toy with her clit that drew her eyes back to his own.

"Phil, I'm gonna-"

But her warning was forgotten as he applied direct pressure to clit, his thumb pressing hard on the tiny bundle of nerves and it only took a few more sharp thrusts of his hips to push her over the edge, his name tearing itself from her throat as she threw her head back, her voice breaking over it before it melted into a sharp gasp, her thighs locking like a vice around his hips, her nails digging into the soft skin of his ass and she was certain she'd leave scratches as she began to shake through her second orgasm.

It was her last desperate keen that shattered Phil's composure, his thrusts growing sporadic and wild, the pace he'd set forgotten as he bucked against her in search of his own release. His body was shifting forward of its own accord, each thrust punctuated by a guttural groan of pleasure, but soon enough, he was right there with her, slipping into oblivion and spilling himself inside of her.

Utterly spent, he collapsed on top of her as he quivered through the aftershocks of his release and with one last kiss over heart, he stilled once again, head falling to rest over the swell of her chest as they both struggled to breathe, her heartbeat ringing reassuringly in his ears.

She was still fluttering around him, milking him for all he was worth and he smirked as he lifted his head to look at her. Her hair was thoroughly mussed, the sweat-soaked strands sticking to her face, and her lips deliciously swollen and full by the force of his kisses. He was still buried to the hilt inside of her, his softening cock twitching at the wonderful sight she made and despite his very recent climax, he could already feel himself hardening again.

His groan earned him a throaty giggle, but if the way she was suddenly stroking his scalp was any indication, she certainly wasn't opposed to a round two.

"Have I proven myself worthy then, my lady?"

Her snort was nothing short of gratifying. "You think it's that easy do you?"

"I'm always up for a challenge."

He leaned into her touch as she caressed his cheeks and he didn't hesitate to seal their lips together as she licked her lips invitation. It was slow, comfortable now that the edge was off, but she grinned against his lips as he rocked forward, the breathy moan she gave him in answer making him lightheaded.

"Take me to bed then."

She wasn't expecting him to have so much strength left, but somehow he was on his feet, pulling her leaden body up and off the soiled desk and she shrieked unexpectedly when he tossed her over his shoulder, her cursing muffled by his laughter as he carried her through the adjoining door, kicking the door closed behind them.

* * *

The light peeking through the dark curtains woke her slowly, the barely there shine of the morning sun as it started to rise alerting her to the early hour and as she stretched and, as she opened her eyes, she frowned at the clock on the bedside table.

_6:37 am._

Melinda groaned at the realization that she'd missed Tai Chi..._again_.

"Well, at least Skye is still too sick to notice. She'd kill me," she muttered sleepily, closing her eyes and snuggling against the warmth seeping into her body as she became aware of the arm wrapped around her waist and steady _thump_ of Phil's heartbeat under her ear.

"She's got the flu, Mel," he whispered, voice just as thick and heavy with sleep as her own and she smiled as he pulled the tangled covers back over them, before he tightened his arms around her unconsciously. "Jemma'd never sign off on it."

His eyes were still closed and she thought he'd fallen back asleep, but before she could ask, he began stroking her arm, the worn pads of his fingers lulling her back into a lethargic haze, the motion of his hand giving her chills and her mind drifted back to the day before.

"How did you do it?" she asked quietly, head pillowed against his chest.

"Hmm?"

Though his eyes were still closed, she could tell by his tone that he was frowning, his mind trying to determine what she was referring to, but at this hour, his thoughts were still jumbled, his sleep-addled mind unable to follow on such little information.

"Plant hearts around the base when you weren't even here," she clarified. "How did you know where to put them?"

"Ah, that. I have my ways," he admitted with a lazy grin, his eyes finally opening to blink at her before he placed a lingering kiss on her forehead, breathing deeply as he buried his nose in her hair.

It didn't take her long to figure out, as she pulled back enough to look at him, propping her head on his shoulder to see his face. "Skye?"

He nodded sheepishly, a slight tinge of focus seeping into the blue of eyes as he yawned, "Though, the only one she actually placed herself was the second one, as by then, I'd already left in Lola. Do you know how terrifying it is to try and sneak into a room without you noticing? And I'm glad you sent her back to bed. I'm afraid to think what would've happened had she witnessed some of the later ones."

She chuckled in response before asking, "Are there any more I should know about?"

Immediately, his countenance changed and his body grew stiff with tension as he reclined against the pillows, his hands suddenly frozen in place at her sides, fingers tightening against her skin just enough to send the alarm bells chiming.

"Phil?"

His eyes bore into hers, his bright blue clashing with her brown, staring at her with a peculiar panic growing within as if he was debating his next move. Seemingly coming to conclusion, she watched as he reached into his nightstand slowly, his hands moving to clasp around something small, but he kept the tiny object out of her view as he brought it in front of her.

"Close your eyes."

She frowned at his odd request, but obeyed nonetheless, her trust in him unshakable. She waited patiently as he fidgeted, could feel his chest rise and fall with the deep breaths he was taking, in what she guessed was an effort to calm himself. She perceived nothing as he shifted, but soon enough she heard his hushed, "Open."

Her eyes glanced up at his own before dropping down to the item in his hands, the sight of the black, velvet box causing her heart to pound in her chest. She fixated on it as his unsteady hands pried it open to reveal a ring, but, as beautiful as the bright, clear stone was, it was the splash of green perched amidst the silver band that truly captured her attention, the two words printed in red far too profound for just six, simple letters.

**'**_**Say Yes**_**.'**

"Marry me, Melinda."

She couldn't say that she was completely thrown off guard. She'd known what starting a relationship with Phil had meant and though she'd never factored marriage into the equation, it was unsurprising to her that his next step for the two of them, despite how ridiculous the notion seemed for two Shield agents, was the altar.

"Phil, I-"

"Look, I know that you'll likely never be able to use my last name, if you even wanted to take it, and I know that you'll never really be able to wear this ring that I spent the better part of this past week picking out, but I love you," he rasped, his emotions getting the better of him, "and despite the fact that we don't exist on paper anymore and despite the fact that Skye would have to forge the license and God only knows what else, I still want it. We won't be able to tell anyone, except those closest to us, but they're really the only ones that matter anyway and it kills me that the world can't know, but I would know. I would know that you said yes and I want to hear you say I do and-"

He was rambling now, his nervousness amplified by her silence and before she'd even realized she'd done it, her hand was over his mouth to keep him from talking, and only when he stilled did she remove it.

"Mel-"

"Shhh," she whispered, her hands coming up to cradle his chin and she watched as his eyes implored with her to answer in his favor, but she too needed answers. "What if someone finds out, Phil? What if they use it against us?"

It was a fear she'd never voiced, but one that she knew they shared, especially after the Battle of New York and the events of the previous fall and winter, her almost-death being one of the many things that still haunted his nightmares.

"Would it matter?" he asked her softly. "Not getting married won't change how I feel about you. It would tear me apart if I lost you, regardless of whether or not you're my partner or my wife and if I have to die again, I'd rather die as your husband than simply the man that loves you beyond reason."

At this point, marriage for them was merely a confirmation of what they both already knew, the knowledge that Melinda was it for him, that she was all he wanted for the rest of his life still managed to astounded her, but she'd be lying if she'd said he wasn't the same, that the thought of losing him again didn't make her tremble in fear.

"You want to marry me?" she whispered, eyes suspiciously misty.

"Very much," he admitted earnestly, leaning up enough to kiss her softly, lingering to brush his nose against hers, their foreheads touching lightly.

Melinda had never thought she'd consider marriage again after the first disastrous attempt, but here it was, the opportunity staring her in the face in the form of her best friend of thirty years. They'd only been together romantically for barely two months, but oddly enough, the idea of marriage to Phil didn't terrify her. She knew everything about him, from something as trivial as his favorite color to his darkest nightmares. She knew about his habit of singing in the shower, about his favorite cat he'd had as a child, and about the way his hand would reach for her in sleep, his fingers itching to pull her closer even as he dreamed.

And he knew her just as well. He would never pressure her, she knew, and if she said no, if the thought of marriage disturbed her in any way, Phil would accept that. Perhaps that was why her heart was pounding in excitement instead of the panic she'd expected.

_'Would it be so bad to call him my husband?' _she wondered, the new appellation sounding strange in her mind as she searched his face. He was already her oldest and dearest friend, her partner in both life and war, her confident when she wanted to speak and her silent support when she didn't. Phil was both the Director she followed and the man she loved, the same man whose life meant more to her than her own, and though he'd never asked for her loyalty, he had it, even now as they lay in their bed, his question hanging between them heavily.

Wordlessly, she attempted to crawl out of bed, but she was stopped by a strong hand closing around her arm, impeding any further movement.

"Melinda, what are you doing?"

She could hear the slight panic in his voice, the raw fear that he'd pushed her too far, too fast. He made to get up, but before he could swing his leg around the edge of the bed, she placed a hand on his knee. "Stay."

"Melinda-"

She silenced him with a kiss, pushing him back into the pillows gently. He returned it quickly, the distinct taste of desperation lingering on his tongue leaving her breathless, but she pulled away, and at his attempt to speak, to stop her from leaving, she placed a finger on his lips.

"Just...stay. I'll be back."

Phil was silent as she slipped on his button up shirt, watching her as she left the room, his features turned down in a confused pout, but he didn't stop her. She headed for his office in search of the pants he'd pulled off of her earlier, the answer she'd unknowingly placed in her pocket some hours ago lying somewhere within the heap of discarded fabric.

Melinda found them at the foot of his desk and retrieving what she'd come for, she returned to their bedroom, her bare feet making no sound on the carpet as she padded into his view. Phil was where she'd left him, back reclining against the headboard, waiting as patiently as she had minutes before.

Still, she said nothing as she walked around to his side of the bed, his eyes following her as she lifted the covers to slide in beside him, letting the covers pool around her hips as she settled on his lap, legs on either side of his body. His eyes closed, a shaky sigh leaving him as his hands came up to grip her hips possessively

"I'm sorry," he whispered, "I shouldn't have brought it up. It's a stupid idea anyways and it's only been two months and if you want to keep things the way they are, then that's fine too. It's more than I ever thought I'd have..."

She waited as he talked himself through what he thought was her refusal, watched as his eyes grew downcast at he attempted to backtrack, to play off exactly how much her denial truly hurt him underneath his calm exterior.

"...I didn't want to ask after having sex, but like I told you earlier, I was trying to be sweet, but you've always had a way of throwing me off course."

She smiled at that, the reminder at just how far they'd gotten off of it warming her through. "Are you finished?"

He nodded slowly, but then frowned when she held out her hand to him.

His confusion was evident as he opened his palm to accept her offering, his bright blue eyes fixed on her face as if watching for any sign of discomfort, but as he looked down at the heart in his hand, his bewilderment changed to a more hopeful expression, but before he could ask, she beat him to the punch.

"Yes."

His eyes widened beautifully, his sorrow from moments ago gone at the sight of tender smile.

"You're going to marry me?"

"As long as I don't have to wear heels."

He blinked.

"You're serious," he breathed, awe lacing his tone as he stared at her stupidly, his mouth gaping open comically.

"Of course I'm serious," she interrupted with an amused grin, knowing that he wasn't referring to her footwear. "Heels are murder on my feet."

"Melinda!"

She laughed at the exasperated look he was sporting, but he was smiling right along with her.

"I love you, Phil," she confessed, tracing his jaw with the tips of her fingers, watching fondly as his eyes slipped closed.

His answering sigh was one of great relief and she was suddenly very aware of the power she had over the man before her, but she didn't ponder it for long, as her attention was drawn away by the feel of cool metal slipping over the ring finger of her left hand before his arms tightened around her waist as he shifted so that she was under him once more, the last piece to a trail of hearts falling to the floor as he finally kissed her, the stamped, red smiley face's grin as bright as her own.

* * *

**_I'm very insecure about this fic, so please, if you have some feedback, let me know what you think with a review!_**


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